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CHECKLIST

SALE OF A BUSINESS



The Sale Agreement should include the following items and terms:


Identification of parties

Names
Addresses


Character of each party

Corporation
Sole proprietorship
Professional practitioner


Recitals

Business or profession conducted by seller
Desire of seller to sell and buyer to buy
Desire of seller to retire


Assets subject to agreement

Business building and other real property
Good will; use of firm name or customer lists
Stock in trade
Equipment, furniture, and fixtures
Patents, copyrights, trademarks, and trade names
Cash on hand and on deposit
Insurance policies
Notes and accounts receivable, securities for debts, and outstanding contracts
Other assets
Valuation of assets sold


Nature of consideration

Payment of money
Assumption of debts and liabilities
Other consideration
Allocation of purchase price to various assets sold


Time and manner of payment

All cash on closing
Part payment on signing and balance on closing
Deposit held in escrow until closing
Installment payments
Mortgage or other collateral security
Forfeiture of deposit for default in paying purchase price
Other methods of payment
Personal guaranty of payment by buyer


Closing

Delivery of instruments of transfer
Payment of purchase price
Acquisition of necessary rulings and approvals
Conduct of business until closing
Date of closing
Inspection of assets sold


Inspection of books, records, and premises

Furnishing of customer list
Furnishing of supplier list


Representations by seller

Title to property and assets
Authority to enter into agreement
Accuracy and completeness of books and records
All outstanding liens, contracts, judgments, and other obligations disclosed
Absence of labor disputes
Validity of patents, copyrights, trademarks, and trade names
Compliance with all laws affecting business
Survival of representations


Indemnification of buyer



Assumption by buyer of lease

Obtaining of lessors consent to assignment of lease


Assumption by buyer of outstanding contracts

Disavowal of contracts not listed by seller


Assumption by buyer of sellers collective bargaining agreement


Payment of brokers commission


Instruction of buyer by seller in operation of business

Employment of seller as executive of buyer


Covenant not to compete

Territory
Duration


Responsibility for obtaining necessary approvals and making necessary filings

Tax rulings
Antitrust rulings
Similar approvals


Payment of sales or use taxes imposed on transfer of assets


Payment of other taxes


Transfer of tax identification numbers


Insurance


Contingencies

On buyers obtaining license or permit
On buyers continuation as franchisee

Execution of bill of sale to transfer personal properties


Transfer of titles of motor vehicles


Execution of warranty deed to transfer real properties


Risk of loss


Remedies on default


Assignability of rights under agreement


Modification of agreement


Arbitration of disputes


Manner of giving notice


Binding effect of agreement on successors and assigns


Governing law


Date of execution


Signatures

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